January 20, 2009
Unsponsored ADR Programs
Latham & Watkins
January 5, 2009
This Alert looks at the SEC’s new Exchange Act Rule 12g3-2(b) which exempts eligible foreign private issuers from Exchange Act registration and, as a result, from the SEC’s periodic reporting SOX compliance requirements. In addition to providing an overview for companies as to obtaining and maintaining the 12g3-2(b) exemption, the Alert looks at the rule’s impact on “unsponsored” American Depositary Receipt (ADR) programs, noting that “[A]fter the amended rule took effect on October 10, 2008, more than 1,000 unsponsored ADR programs have been established by depositary banks.”
Shearman & Sterling
December 10, 2008
This Alert provides a nice (calming) review of unsponsored ADR programs which have flourished since the SEC adopted amendments to Rule 12g3-2(b) of the Exchange Act. Recognizing that it must be disconcerting for non-U.S. companies to find their equity traded on U.S. markets and, even worse (if such an unsponsored program causes a company’s U.S. shareholder base to equal or exceed 300 holders), required to file registration requirements under Section 12(g) of the Exchange Act, the Alert goes through all the basics on ADR programs and then looks at steps that companies can take to regain their composure. In English and Chinese.
October 31, 2008
This Alert reviews one aspect of the SEC’s recently adopted amendments to Exchange Act Rule 12g3-2(b) that may have a surprise impact on foreign private issuers that do not currently have an American Depositary Receipt (“ADR”) program. The rule amendment also changes provisions of Form F-6 (the registration statement form used to register ADRs) to permit depositary banks establishing unsponsored ADR programs (ie without the consent of the issuer of the underlying securities) to rely in good faith on the web site postings of the issuer for purposes of satisfying one of the few conditions to the filing of a Form F-6. Hence unsponsored ADR programs have just gotten much easier.
This Alert also has some excellent background material on ADRs and ADR programs, sponsored or unsponsored.